SEC Filings

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(i) The Company has been duly formed and is validly existing
as a limited liability company in good standing under the laws of
the State of Delaware, and Charter Capital has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware; each of the
Issuers has the organizational power and authority to own its
properties and conduct its business as described in the Offering
Circular;
(ii) Each of the subsidiaries of the Issuers (other than
Charter Capital) listed on Schedule A attached to such counsel's
opinion (the "Charter Subsidiaries") has been duly incorporated or
formed, as the case may be, and is validly existing as a corporation
or limited liability company, as the case may be, in good standing
under the laws of its jurisdiction of formation;
(iii) To the best of such counsel's knowledge and other than
as set forth in the Offering Circular, there are no legal or
governmental proceedings pending to which the Issuers or any of the
Charter Subsidiaries is a party or of which any property of the
Issuers or any of the Charter Subsidiaries is the subject which, if
determined adversely to the Issuers or any of the Charter
Subsidiaries, would individually or in the aggregate have a Material
Adverse Effect; and, to the best of such counsel's knowledge and
other than as set forth in the Offering Circular, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(iv) This Agreement has been duly authorized, executed and
delivered by the Issuers;
(v) The Notes have been duly authorized by the Issuers, and,
when executed and authenticated in accordance with the provisions of
the Indentures and delivered to and paid for by the Purchasers in
accordance with the terms of this Agreement, will be valid and
legally binding obligations of the Issuers, entitled to the benefits
provided by the Indentures and enforceable against the Issuers in
accordance with their terms, subject, as to enforcement, to
applicable bankruptcy, reorganization, insolvency or other similar
laws affecting creditors' rights generally and to general equity
principles;
(vi) Assuming the Guarantees have been duly authorized by the
Guarantor, the Guarantees, when the Notes are executed by the
Issuers and authenticated by the Trustee in accordance with the
provisions of the Indentures (assuming the due authorization,
execution and delivery thereof by the Trustee) and, in the case of
the Notes, delivered to and paid for by the Purchasers in accordance
with this Agreement, will constitute a legal, valid and binding
obligation of the Guarantor entitled to the benefits provided by the
Indentures and enforceable against the Guarantor in accordance with
their terms, subject, as to enforcement, to applicable bankruptcy,
reorganization, insolvency or other similar laws affecting
creditors' rights generally and to general equity principles;
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